股份认购协议书 - 副本

股份认购协议书

甲方：xxxxxxx公司（以下简称甲方、本公司）

乙方：（以下简称乙方）身份证号：

甲、乙双方经友好协商，乙方在对甲方进行了解后，愿意参与甲方的增资扩股活动。为充分发挥双方的资源优势，为股东谋求最大回报，经乙、甲双方友好协商，就购买甲方增资扩股股份达成如下协议：

一、认购增资扩股股份的条件：

1、认购价格：本次每股认购价格为壹拾万圆每股。

2、认购股份：本次增资扩股，认购股份不得超过20股。

3、认购方式：本次增资扩股全部以现金的方式认购，现金要求为人民币。

4、认购时间：本次增资的认购资金约定在司增幅值按价值算。

二、乙、甲双方同意，乙方以现金方式向甲方认购1股整，计人民币100000元（壹拾万圆整）。

三、乙、甲双方同意，在甲方收到乙方的认购款项后的当日，向乙方开出认购股份资金收据。

四、双方承诺

1、乙方承诺：用于认购股份的资金来源正当，符合我国法律规定。乙方遵守甲方关于认购增资扩股股份的条件，积极配合甲方完成本次增资扩股活动。乙方认购股份后，如若要转让股权，甲方有优先回购权利，乙方的转让对象需经过甲方董事会审批同意。

2、甲方承诺：对于乙方向甲方认购股份的资金，在没有经过正常财务流程前，保证不动用乙方资金。

3、年内，不得退股。若有退出，按公司制度和股东会条例执行。

五、公司财务每半年结算一次，每年1月1日~1月15日，7月1日~7月15日为分红时段，新老股东按占股比例分配利润和承担亏损。

六、违约责任：

1、若因甲方原因致使本合同计划无法执行，造成重大损失时，由甲方承担全部责任，并退还乙方股金。

2、若乙方未能按时足额缴纳股金，甲方将按实际到位资金计算占股比例。

七、股东有权查阅公司会计账簿。

八、如公司运营过程中需要融资，需召开股东大会，经股东大会2/3人数且达合计超过50%

股份的持有者同意方可，且公司股东享有优先认购权，所融资金应当全部用于公司；公司股

东不得用公司资产为个人融资作担保。

九、协议之订立、生效、解释、履行及争议解决等适用《中华人民共和国合同法》，《中华

人民共和国公司法》等法律规定，本协议之任何内容与法律、法规冲突，则应以法律法规的

规定为准。

十、乙、甲在履行本协议发生争议时，应通过友好协商解决。如协商不成，任何一方均有权

向项目所在地法院提起诉讼。

十一、本协议经乙、甲双方签章、捺印后生效。

十二、本协议一式三份，甲乙双方各执一份，第三方备份于本公司。并具有同等法律效力。

甲方（法人代表）：乙方（当事人）：

日期：身份证号码：日期：

见证人签字：

第二篇：股票认购协议

SMARTHEAT INC.

SUBSCRIPTION AGREEMENT

SMARTHEAT INC.公司

股票认购协议

This Subscription Agreement pertains to the offering by SmartHeat Inc. (the “Company”) of up to Two Million Two Hundred Eighty Five Thousand Seven Hundred Fourteen (2,285,714) units (the “Units”), with each Unit consisting of one (1) share of the Company’s common stock (the “Shares”) and warrants to purchase fifteen percent (15%) of one (1) share of the Company’s common stock at an exercise price of Six Dollars ($6.00) per share (the “Warrants”), at a purchase price of Three Dollars Fifty Cents ($3.50) per Unit for an aggregate offering of a minimum of Five Million Dollars ($5,000,000) and up to a maximum of Eight Million Dollars ($8,000,000) (the “Offering”) described in the Private Placement Offering Memorandum for the Units dated May 23, 2008, as the same hereto may be amended (the "Offering Memorandum"). The minimum subscription that the Company will accept from any investor is Ten Thousand (10,000) Units for a purchase price of Thirty Five Thousand Dollars ($35,000). The Company is making this offering solely to accredited investors (as defined under Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)).

本协议旨在对SmartHeat Inc.公司（以下简称“公司”）发行共计2,285,714单

位有价证券（以下简称“发行单位”）的相关事宜进行约定。按照约定，每一发行单位包括一股公司普通股股票（以下简称“发行股票”）及一份权证（该权证的持有人所持有的每一份权证可以6美元的行权价格购买公司15%股的公司普通股股票，以下简称“发行权证”）；此次发行总的融资金额将按照20xx年5月23 日所签订的《私募发行协议》及其修订协议（以下简称“《发行协议》”）确定，为500万美元至800万美元之间；此次发行每一投资人应至少认购10000发行单位，相应的最低投资金额为35000美元。

The undersigned, intending to be legally bound, hereby offers to purchase from the Company the number of Units for the aggregate purchase price set forth on the signature page hereto.

The Company will be deemed to have accepted this offer upon execution by it of the Receipt and Acceptance attached to this Subscription Agreement. This subscription is submitted to the Company subject to its acceptance and in accordance with, and subject to, the terms and conditions described in, this Subscription Agreement.

1. Definitions. In addition to the terms defined elsewhere in this Subscription Agreement, for all purposes of this Subscription Agreement, the following terms shall have the meanings indicated in this Section 1:

一、定义

“Affiliate” means any Person that, directly or indirectly through one or more

intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144.

“Commission” means the Securities and Exchange Commission.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means U.S. generally accepted accounting principles.

“Person” means an individual or corporation, partnership, trust, incorporated or

unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Securities Act” means the Securities Act of 1933, as amended.

“Transaction Documents” means this Subscription Agreement, the Warrants, the

Registration Rights Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of

the Warrants.

2. Verification of Investor Suitability under Regulation D. The undersigned understands that in order to subscribe for the Units in this Offering, the undersigned must be an “accredited investor” as defined in Section 501 of Regulation D under the Securities Act and the undersigned hereby represents and warrants that it is an “accredited investor” as such item is defined in Rule 501(a) promulgated under the Securities Act. Furthermore, the Company understands that, as a condition to the Company’s acceptance of this subscription, the undersigned must complete a Purchaser Questionnaire in the form attached hereto.

二、合格投资者身份声明

3. Amount and Method of Payment. The purchase price for the Units is Three Dollars Fifty Cents ($3.50) per Unit and shall be paid by tender of a check made payable to SmartHeat Inc. or wire transfer of immediately available funds to the special segregated account set forth on the last page hereof (the “Segregated Account”) in the amount of Three Dollars Fifty Cents ($3.50) per Unit multiplied by the number of Units purchased by the undersigned as set forth on the signature page hereof (the “Purchase Price”). All proceeds of this Offering will be deposited in the Segregated Account and will not be released to the Company until gross proceeds of at least Five Million Dollars ($5,000,000) have been deposited into the Segregated Account. If this amount is not received before July 31, 2008, as such date may be extended as provided in the Offering Memorandum, then the Purchase Price shall be returned to the undersigned in full without interest unless the Company determines, in its sole discretion, to extend the offering period. Affiliates of placement agents and the Company may purchase Units for their own account. 2

Such purchases will be included in determining whether the minimum amount of this Offering has been sold.

三、认购金额及支付方式

此次发行每一认购单位的发行价格为3.5美元，支付方式为支票或者电汇。

4. Acceptance of Subscription.

四、认购的接受

(a) The undersigned understands and agrees that the Company, in its sole

discretion, reserves the right to accept or reject this or any other subscription for Units in whole or in part at any time prior to the Closing (as defined below).

（一）投资人知悉并同意，在此次发行完成前，公司有权自行决定接受或拒绝投资人的认购；

(b) In the event that this subscription is rejected in whole or in part, the

Company shall promptly return all or the applicable portion of the Purchase Price without interest to the undersigned, as the case may be, and this Subscription Agreement shall thereafter have no force or effect except with respect to the portion, if any, of this subscription that is accepted by the Company.

（二）在拒绝投资人认购的情况下，公司应当立即将已经收到认购款返还给投资人。

5. Registration Rights.

五、股票注册权

Concurrently with the execution of this Subscription Agreement, the Company and

the undersigned have entered into a Registration Rights Agreement regarding the Shares and the Warrant Shares.

在签订本协议的同时，公司应当与投资人一并签署一份《股票注册权协议》。

6. Restrictions on Resale or Transfer.

六、二次出售或转让的限制

(a) The Units, Shares, Warrants and Warrant Shares have not been registered

under the Securities Act or any state securities laws, and may not be sold or transferred unless (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the securities are sold pursuant to Rule 144 promulgated under the Securities Act (or a successor rule).

（一）此次发行的发行单位、发行股票、发行权证及行权股票在为按照《19xx年证券法》或者其他州一级别的证券法律注册之前，不得再次出售或者转让，除非：（1）已经办理了上述注册，（2）投资人能够向公司提供一份《法律意见书》，证明有关再次出售或转让依法得到豁免，（3）有关再次出售或转让是按照《19xx年证券法》的144规则所进行的。

(b) The certificate(s) representing the Shares and the Warrant Shares and the

Warrants shall each bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such securities):

“The securities represented by this certificate have not been

registered under the Securities Act of 1933, as amended (the

“Securities Act”), or applicable state securities laws, and

accordingly may not be offered for sale, sold or otherwise

transferred in the absence of an effective registration statement for

the securities under the Securities Act or in a transaction not subject

to the registration requirements of the Securities Act, in each case in

accordance with applicable state securities laws and in the case of a

transaction exempt from registration, the Company has received an

opinion of counsel, in form, substance and scope reasonably

acceptable to the Company, that registration is not required under

the Securities Act and under all applicable state securities laws or

unless sold pursuant to Rule 144 under the Securities Act.”

7. Delivery of the Stock Certificate and Warrants. The Company will execute and deliver certificate(s) representing the Shares and Warrants to the subscriber as soon as practicable after the occurrence of each of the following items: (i) acceptance of the subscription by the Company; (ii) receipt of the Purchase Price into the Segregated Account; (iii) a closing of the Offering; and (iv) release to the Company of the net proceeds of the Offering from the Segregated Account.

七、股票及权证凭证的交付

公司应当在下述条件满足的情况下向投资人签发并交付股票及权证凭证：

（一）收到投资人所交纳的认购款；

（二）认购款足额支付至专用帐户；

（三）此次发行顺利完成；

（四）公司从专用帐户取得全部发行融资金额。

八、股票及权证凭证的交付

8. Representations and Warranties. The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company as follows:

(a) The undersigned understands that the offering and sale of the Units by the

Company to the undersigned is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D promulgated thereunder and, in accordance therewith and in furtherance thereof, the undersigned represents and warrants to and agrees with the Company as follows:

(i) The undersigned has carefully reviewed the Offering Memorandum,

this Subscription Agreement and the Confidential Purchaser Questionnaire

attached hereto, the Form of Stock Purchase Warrant, the Registration Rights

Agreement, and understands the information contained in each such document

including, but not limited to, the audited financial statements as of December 31,

2006 and 2007 and for the years then ended for Taiyu (as opposed to the Company),

and the pro-forma combined balance sheet of the Company and Taiyu as of

December 31, 2007, the pro-forma combined statements of operations of the

Company and Taiyu for the year ended December 31, 2007, and the unaudited

financial statements as of March 31, 2008 and for the three months then ended

included in the Offering Memorandum.

(ii) All documents, records and books pertaining to the Company and/or

this investment that the undersigned has requested have been made available for

inspection by him and/or his attorney, accountant and other advisor(s);

(iii) The undersigned and/or his advisor(s) have had a reasonable

opportunity to ask questions of and receive information and answers from a person

or persons acting on behalf of the Company concerning the offering of the Units

and all such questions have been answered and all such information has been

provided to the full satisfaction of the undersigned;

(iv) Neither the undersigned nor the undersigned’s investment advisors,

if any, have been furnished any offering literature other than the Offering

Memorandum and the exhibits attached thereto and the undersigned and the

undersigned’s advisors, if any, have relied only on the information contained in the

Offering Memorandum and the exhibits attached thereto and the information, as

described in subparagraphs (ii) and (iii) above, furnished or made available to them

by the Company;

(v) No oral or written representations have been made and no oral or

written information has been furnished to the undersigned or his advisor(s) in

connection herewith that were in any way inconsistent with the information set forth in the Offering Memorandum and the exhibits attached thereto;

(vi) The undersigned is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting;

(vii) The undersigned acknowledges that he has conducted his own independent evaluation of the Company and has analyzed the risks associated with an investment in the Units and has based his decision to invest in the Units on the results of this evaluation and analysis;

(viii) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will not cause such overall commitment to become disproportionate to the undersigned’s net worth;

(ix) If the undersigned is a natural person, the undersigned has reached the age of majority in the jurisdiction in which the undersigned resides, has adequate net worth and means of providing for the undersigned’s current financial needs and personal contingencies, is able to bear the substantial economic risks of an investment in the Units for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment;

(x) The address set forth below is the undersigned’s true and correct residence (or, if not an individual, domiciliary) address;

(xi) The undersigned (A) has such knowledge of, and experience in, business and financial matters so as to enable him to utilize the information made available to him in connection with the offering of the Units in order to evaluate the merits and risks of an investment in the Units and to make an informed investment decision with respect thereto, (B) the undersigned has carefully evaluated the risks of investing and (C) has the capacity, either alone, or with a professional advisor, to protect his own interests in connection with a purchase of the Units;

(xii) The undersigned is not relying on the Company with respect to the economic considerations of the undersigned relating to this investment. In regard to such considerations, the investor has relied on the advice of, or has consulted with, only his own advisor(s). The undersigned recognizes that the information furnished by the Company does not constitute investment, accounting, legal or tax advice. The undersigned is relying on professional advisors for such advice;

(xiii) The undersigned is acquiring the Units solely for his own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Units;

(xiv) The undersigned understands that the certificate(s) evidencing ownership of the Shares and the Warrant Shares and the Warrants will each bear a restrictive legend and have not been registered under the Securities Act or any state securities laws, and may not be sold or transferred unless (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the securities are sold pursuant to Rule 144 promulgated under the Securities Act (or a successor rule);

(xv) The undersigned understands that the price of the Units has been determined arbitrarily by the Company and may not be indicative of the true value of the Units. The undersigned understands that no assurances can be given that the Shares, the Warrants or the Warrant Shares could be resold by the Subscriber for the subscription price or any price and he/she/it has made an independent determination of the fairness of the subscription price; and

(xvi) The undersigned acknowledges that the information furnished by the Company or the Placement Agent to the undersigned or its advisors in connection with this Offering is confidential and nonpublic and agrees that all such information which is material and not yet publicly disseminated by the Company shall be kept in confidence by the undersigned and neither used by the undersigned for the undersigned's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except the undersigned's legal and other advisors who shall be advised of the confidential nature of such information, for any reason; provided, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except for third parties who disclose such information in violation of any confidentiality obligation).

(xvii) If the undersigned is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”):

(a) The undersigned and its plan fiduciaries are not affiliated

with, and are independent of, the Company, and are informed of and understand the Company’s investment objectives, policies and strategies.

(b) The undersigned represents that the purchase of the Units

will not involve any transaction that is subject to the prohibition of Section 406 of ERISA or in connection with which a penalty could be imposed under Section 502(i) of ERISA or a tax could be imposed pursuant to Section 4975 of the Internal Revenue Code of 1986, as amended.

(i) in making the proposed investment, is aware of and

has taken into consideration the diversification requirements of

Section 404(a)(1)(C) of ERISA; and

(ii) has concluded that the proposed investment in the

Company is prudent and is consistent with the other applicable

fiduciary responsibilities under ERISA.

(d) This Agreement has been duly executed on the

undersigned’s behalf by a duly designated Named Fiduciary (within the

meaning of Section 402(a)(2) of ERISA).

(e) If the undersigned is an individual retirement account (IRA)

or employee benefit plan not subject to Title I of ERISA, such as a

governmental or church plan, the owner of the individual retirement

account or other fiduciary directing the investment of the plan has

concluded that the proposed investment in the Units is prudent and

consistent with its fiduciary responsibilities, if any.

(xviii) The undersigned has completed and returned to the Company a

Purchaser Questionnaire, in the form attached as hereto. The information provided

by the undersigned in the Purchaser Questionnaire is true and correct and the

undersigned understands that the Company is relying upon such information in

connection with the purchase of the Units by the undersigned.

(b) The undersigned recognizes that an investment in the Units involves a

number of significant risks including, but not limited to, those risks set forth under the "Risk Factors" in the Offering Memorandum.

upon the Units or made any finding or determination as to the fairness of this investment in the Units.

(d) All information that the undersigned has heretofore furnished and furnishes

herewith to the Company are true, correct and complete as of the date of execution of this Subscription Agreement and if there should be any material change in such information prior to the closing of the sale of the Units (the “Closing”), the undersigned will immediately furnish such revised or corrected information to the Company.

(e) The undersigned certifies that it is NOT (1) a non-resident alien or (2) a

foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code of 1986, as amended, including income tax regulations (the "Code")) for purposes of U.S. Federal income taxation. The undersigned agrees to notify the Company within 60 days of the date it becomes a foreign person or entity. The Undersigned further certifies that its name, U.S. tax identification number home address (in the case of an individual) and business address (in the case of an entity), as appear in this Agreement are true and correct. The undersigned 8

further certifies that it is NOT subject to backup withholding because either (1) it is exempt from backup withholding, (2) it has not been notified by the Internal Revenue Service ("IRS") that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (3) the IRS has notified it that it is no longer subject to backup withholding. The undersigned understands that these certifications, which are made under penalty of perjury, may be disclosed to the IRS by the Company and that any false statements contained in this paragraph could be punished by fine and/or imprisonment.

(f) The undersigned represents that neither it nor, to its knowledge, any person

or entity controlling, controlled by or under common control with the undersigned nor any person or entity having a beneficial interest in the undersigned nor any other person or entity on whose behalf the undersigned is acting (1) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), (2) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC), (3) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank, (4) is a senior non-U.S. political figure or an immediate family member or close associate of such figure, or (5) is otherwise prohibited from investing in the Company pursuant to applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules or orders (categories (1) through (5) collectively, a "Prohibited Investor"). The Undersigned agrees to provide the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules and orders. The undersigned consents to the disclosure to U.S. regulators and law enforcement authorities by the Company and its affiliates and agents of such information about the undersigned as the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules and orders. If the undersigned is a financial institution that is subject to the PATRIOT Act, Public Law No. 107-56 (Oct. 26, 2001) (the "Patriot Act"), the undersigned represents that the undersigned has met all of its respective obligations under the Patriot Act. The undersigned acknowledges that if, following the investment in the Company by the undersigned, the Company reasonably believes that the undersigned is a Prohibited Investor or is otherwise engaged in suspicious activity or refuses to provide promptly information that the Company requests, the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment in accordance with applicable regulations or immediately require the undersigned to transfer the Shares. The undersigned further acknowledges that the undersigned will not have any claim against the Company or any of its affiliates or agents for any form of damages as a result of any of the foregoing actions.

g) 公司将按照所受到认购总价的8%向合格经纪人或券商支付交易佣金。

(g) The undersigned acknowledges and agrees that the Company intends to pay

commissions to any registered broker/dealer or finder designated a selected dealer on all sales to qualified accredited investors that it refers to the Company. These commissions will consist of cash equal to eight percent (8%) of the gross proceeds received by the Company from such sales.

h) 此协议中的投资人应该按照协议要求，在规定期限内，将本协议、承诺、保证、及付款证明以书面形式告知公司。

(h) The foregoing representations, warranties and agreements, together with all

other representations and warranties made or given by the undersigned to the Company in any other written statement or document delivered in connection with the transactions contemplated hereby, shall be true and correct in all respects on and as of the date of the Closing as if made on and as of such date and shall survive such date. If more than one person is signing this Subscription Agreement, each representation, warranty and undertaking herein shall be the joint and several representation, warranty and undertaking of each such person.

九、公司的承诺和保证

9. Representations and Warranties of the Company. The Company hereby acknowledges, represents and warrants to, and agrees with, the undersigned as follows: a) 组织机构和资格能力

本公司的各项组织运营均符合法律要求，并且合法经营，也未涉及任何违法事件。

(a) The Company is duly incorporated or

otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct its business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary.

b) 授权与执行

本公司有能力及权利完成协议中所述的交易文件。

(b) The Company has the requisite corporate

power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

c) 没有分歧

本协议中公司对交易文件的完成、递交、及履行以及对预期交易的完成将不会也不包括

1）与公司章程、组织宪章、各项规则不起冲突，也不违背

2）导致公司违背任何的法律、法规、规定、要求、判断、或法令，也不会影响到公

司的财产或资产。

contemplated thereby do not and will not (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected.

d) 呈报，同意，及批准

本公司没有义务就于本协议中交易文件的完成、递交、及履行中涉及到的同意、放弃、授权、通知、呈报、及注册，向任何法院、联邦政府、州政府、地方政府、驻外办、或其他个人进行告知，除非：

1）按照州证券法必须呈报

2）符合证券交易法条款D内容

(d) any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) the filing with the Commission of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, (ii) filings required by state securities laws, (iii) the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, and (iv) those that have been made or obtained prior to the date of this Subscription Agreement.

e) 股票发行

本公司将按照本协议中交易文件中的认股份额向投资人发行股票，所有股票除投资额外免除任何费用，也没有留置权及其他阻碍问题。

(e) The Units have been duly authorized and, when

issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and encumbrances. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement and the Warrants in order to issue the Shares and the Warrant Shares.

十、投资人注意事项

10. Notice to the Undersigned. THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE 11

MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF THE SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25000, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

FOR FLORIDA RESIDENTS ONLY: THE UNITS REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER § 517.061 OF THE FLORIDA SECURITIES ACT. THE UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE COMPANY, AN AGENT OF THE COMPANY, OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.

FOR CALIFORNIA RESIDENTS ONLY: THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF THE SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25000, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

FOR NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE NEW HAMPSHIRE SECRETARY OF 12

STATE THAT ANY DOCUMENT FILED UNDER NEW HAMPSHIRE RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE NEW HAMPSHIRE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

11. 赔偿

11. Indemnification. The undersigned agrees to indemnify and hold harmless the Company and the officers and directors thereof and each other person, if any, who controls the Company, within the meaning of Section 15 of the Securities Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representations or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to the Company in connection with this transaction.

12. 附加说明

投资人应该知晓并且同意本公司就投资人作为投资人这一事实，在未来的时间对投资人的有关信息进行进一步了解。

12. Additional Information. The undersigned hereby acknowledges and agrees that the Company may make or cause to be made such further inquiry and obtain such additional information as it may deem appropriate with regard to the suitability of the undersigned as an investor in the Units.

13. 绑定效应

投资人应该知晓并且同意，除了符合特定的州证券法律，本协议一经签署，无法撤回；同时投资人没有资格取消或终止本协议

13. Binding Effect. The undersigned hereby acknowledges and agrees that, except as provided under applicable state securities laws, the subscription hereunder is irrevocable, that the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any agreements of the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the undersigned and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. If the undersigned is more than one person, the obligations of the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his/her/its heirs, executors, administrators, successors, legal representatives and assigns. This Subscription Agreement shall specifically inure to the benefit of each officer and director of the Company, irrespective of the fact that one or more of them are not parties to this Subscription Agreement.

14. 协议修改

除非有特殊要求，本协议中的内容将不做任何修改（包括对条款的放弃、修订、终止）。

14. Modification. Neither this Subscription Agreement nor any provisions hereof shall be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any such waiver, modification, discharge or termination is sought.

15. 通知

投资人需要了解的通知、通告将通过下方式得到

1）以在美国进内的预付款信件形式送到

2）公司派人员亲自送达

15. Notices. Any notice, demand or other communication that any party hereto may be required, or may elect, to give to any other party hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail box, stamped, registered or certified mail, return receipt requested, addressed to such address as may be listed on the books of the Company, or (b) delivered personally at such address.

16. 协议副本

协议副本（包括传真件）与正本具有相同法律效应。

16. Counterparts. This Subscription Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. This Subscription Agreement may be executed and delivered via electronic facsimile transmission with the same force and effect as if it were executed and delivered by the parties simultaneously in the presence of one another.

17. 协议完整性

本协议为股票认购协议的完全内容。

17. Entire Agreement. This Subscription Agreement contains the entire agreement of the parties with respect to the subject matter hereof and there are no representations, covenants or other agreements except as stated or referred to herein.

18. 中止协议

本协议的每项条款均可被单独中止，但不影响整个协议的有效性。

18. Severability. Each provision of this Subscription Agreement is intended to be severable from every other provision, and the invalidity or illegality of any provision shall not affect the validity or legality of the remaining provisions.

19. 转让协议

投资人无权转让本认购协议。

19. Assignability. This Subscription Agreement is not transferable or assignable by the undersigned.

20. 适用的法律

本协议的所有内容均符合并且遵守宾夕法尼亚联邦法。

20. Applicable Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania as applied to residents of that jurisdiction executing contracts wholly to be performed therein.

21. 管辖权选择

投资人知晓并且同意就任何直接或间接超出本协议内容的行为、任何违约行为、任何其他行为向宾夕法尼亚联邦政府申请仲裁。

21. Choice of Jurisdiction. The undersigned agrees that any action or proceeding directly or indirectly relating to or arising out of this Subscription Agreement, any breach hereof, or any transaction covered hereby shall be resolved, whether by arbitration or otherwise, within the Commonwealth of Pennsylvania. Accordingly, the parties consent and submit to the jurisdiction of the state courts of the Commonwealth of Pennsylvania located within Philadelphia, Pennsylvania or the United States federal courts located in the Eastern District of Pennsylvania. The parties further agree that any such relief whatsoever in connection with this Subscription Agreement shall be commenced by such party exclusively in the state courts of the Commonwealth of Pennsylvania located within Philadelphia, Pennsylvania or the United States federal courts located in the Eastern District of Pennsylvania.

22. 补偿

如果本协议中的任何款项在履行途中遇到任何的争辩、违约、或不履行责任，经仲裁后，胜诉的那一方无须支付律师费，及涉及的诉讼费。

22. Reimbursement. If any action or other proceeding is brought for the enforcement of this Subscription Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Subscription Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees and other costs incurred in such action or proceeding in addition to any other relief to which they may be entitled.

23.可追就性

协议双方需签署本协议中的各项文件，使其生效。

23. Further Assurances. Each of the parties shall execute said documents and other instruments and take such further actions as maybe reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

Subscription Information (to be completed by individual subscriber):

认购方信息（以下内容由认购方填写）

Units Purchased认购数量

Purchase Price of Units (Number of Units Purchased x $3.50 per Unit) 认购金额（认购股数乘以每股$3.50的价格）

Name(s) in which the Units is to be registered:

股票拥有者

Home Address家庭住址

Mailing Address:邮件地址

以下内容由股票共同拥有着签署

Form of joint ownership (if applicable). (If one of these items is checked, subscriber and co-subscriber must both sign all documents.):

以资证明本认购协议在20xx年7月26日生效。

IN WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed on the _26TH _ day of __June_________, 2008.

Please Print Name of Subscriber Signature of Subscriber Social Security Number 投资人正楷姓名

Please Print Name of Co-Subscriber 投资人签名 Signature of Co-Subscriber 证件号 Social Security Number

[ATTACH CHECK HERE]

THIS PORTION NOT TO BE COMPLETED BY SUBSCRIBER

RECEIPT AND ACCEPTANCE

, 2008.

SMARTHEAT INC.

Name:

Title:

WIRE TRANSFER INSTRUCTIONS

If Subscriber wishes to wire transfer the purchase price of his Units, he or she shall wire transfer immediately available funds in the amount of the Purchase Price subscribed for hereunder, as follows:

Bank: Commerce Bank, N.A.

Account Name: SmartHeat Inc. Offering Escrow Account

Account No.: 373318732

Bank Routing No.: 036001808

Swift Code: CBNAUS33

(a)

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